Carl Icahn: Let Proxy Advisers Do Their Work – WSJ

Investors cast tens of thousands of votes as owners of public companies in any given year. For help with that formidable task, many institutional investors pay proxy advisory firms like Institutional Shareholder Services or Glass Lewis for independent advice. These research organizations publish reports with voting recommendations. More often than not, they end up taking…

Kingsdale Advisors on the SEC Proxy Proposals

Amy Freedman, Michael Fein, and Ian Robertson, of Kingsdale Advisors write: Anecdotally, at Kingsdale, we know, from our conversations with shareholders and from witnessing the expansion of in-house governance teams, that shareholders are taking back the decision-making process (to the extent it ever really left) as governance is increasingly seen not only as a risk…

Commissioner Lee: Statement on Shareholder Rights

Commissioner Allison Herrren Lee expressed her objections to the Republican Commissioners’ proposed rule on proxy proposals and proxy advisors, starting with the core point that no one has documents any kind of actual problem. There is a common theme that unites the two proposals before us today: they both would operate to suppress the exercise…

Commissioner Jackson: Statement on Proposals to Restrict Shareholder Voting

On November 5, the SEC issued its proposed rules on shareholder proposals and proxy advisors and they are atrocious, violating every possible procedural and substantive requirement for administrative rule making. We will be commenting, urging others to comment, and covering the proceedings in detail. First, the statement objecting to the proposal from Commissioner Robert Jackson:…

ISS Files Suit Against the SEC Re New Proxy Rules

The SEC is expected to reveal new proposed proxy rules next Tuesday, but ISS did not wait for their formal announcement. They have filed a lawsuit against the SEC. ISS claims that the upcoming rulemaking is invalid. An excerpt from the complaint: First, the Release exceeds the SEC’s statutory authority under Section 14(a) of the…

CII Letter to the SEC on Proxy Advisors

CII members have written to the SEC to express very serious concerns about the SEC’s recent actions with regard to proxy advisory firms. We are disappointed that the SEC did not ask for public comment on its new Proxy Advisor Interpretation and Guidance before issuance. We would ask that the SEC re-consider that interpretation and…

The SEC Almost Completely Gives Up on Regulating Proxy Advisors

The massive and underhanded effort by corporate insiders to impose limits on the sole source of independent research, analysis, and regulations has almost completely failed. What the CEO-funded fake dark money front group the Main Street Investors Coalition wanted was to regulate proxy advisory firms (independent and hired — or not — by investors) like proxy…

The SEC should not limit the right of investors to sponsor shareholder resolutions: Guest Post from Timothy Smith, Walden Asset Management

The U.S. Securities Exchange Commission (SEC) has just announced its plans to present a revised Rule that will limit the ability of investors to file shareholder resolutions for votes at company stockholder meetings. This comes amidst a concerted effort by certain business groups to sharply limit shareholders’ ability to exercise these rights as owners of…